Divco West Real Estate Services LLC

ITEM 5.    FEES AND COMPENSATION

Management Fees

As compensation for investment advisory services rendered to the Clients, each of the Clients pay to the Adviser
or its affiliates an annual advisory fee (the “Management Fee”). With respect to Funds, the Management Fee is
typically payable quarterly in advance and is calculated based on committed capital or remaining invested capital
(or a combination thereof), with respect to such Fund. With respect to the Managed Accounts, a Management Fee
is charged as stipulated in the applicable Organizational Documents of such Managed Accounts. The Management
Fees paid by a Client are indirectly borne by investors in such Client. In addition, Management Fees paid by a
Client could be reduced by certain organizational or other expenses borne by such Client, as described in more
detail below. The fee structures described herein vary across Clients and may be modified from time to time.

The Management Fee arrangement with respect to each Client is detailed in the applicable Organizational
Documents of such Client and disclosed to each investor prior to an investment in such Client. Fees may differ
from one Client to another, as well as among investors in the same Client. At the discretion of the Adviser or its
affiliate (i.e., General Partner), the Management Fee may be reduced, waived or modified, both voluntarily and on
a negotiated basis with selected investors via side letter and other arrangements. Current and prospective investors
should refer to the applicable Organizational Documents for complete information on the Management Fees
arrangement with respect to a particular Client.

Certain investors in the Clients, including the General Partners of the Funds, employees, business associates and
other “friends and family” of the Adviser or its personnel (“Adviser Investors”), will not typically pay
Management Fees in connection with their investment in a Client. Notwithstanding that Adviser Investors will
generally not pay Management Fees, Adviser Investors will pay for their pro rata share of certain Fund expenses
or the pro rata portion of such Adviser Investors’ expenses will be allocated to the Adviser or the General Partner
of the applicable Fund.

The Management Fees paid by a Client will generally be reduced by a percentage of: (1) the amount of fees paid
by such Client to persons acting as a placement agent in connection with the offer and sale of interests in such
Client to certain potential investors, (2) the fees incurred by the Adviser in connection with the formation and
organization of such Client that exceed a limit specified in such Client’s Organizational Documents and (3) any
fees received by the Adviser in connection with transaction, origination, break-up, directors, monitoring and
advisory fees, or other similar fees in connection with a Client’s share of an investment (whether or not it is
consummated). The amount and manner of such reduction, if any, is set forth in the Organizational Documents
of the applicable Client. To the extent a reduction relates to more than one Client, the Adviser shall allocate the
resulting Management Fee reduction among the applicable Client(s) in accordance with the Organizational
Documents of the Clients. To the extent a Client’s Organizational Documents do not specify the appropriate
allocation of such Management Fee reduction, the Adviser will allocate the Management Fee reduction among the
applicable Clients in its sole discretion consistent with its fiduciary obligations. To the extent a Client does not
pay Management Fees, any such reduction would not benefit such Client.

For certain Clients, Management Fees may be calculated based on committed capital, invested capital, net asset
value, gross asset value or other agreed-upon measures, in each case, as set forth and agreed to in the applicable
Organizational Documents. In some cases, this may include capital called or otherwise used to fund Management
Fees (whether capitalized or expensed), consistent with the terms of such Organizational Documents.

Upon termination of an advisory agreement, Management Fees that have been prepaid are generally returned on a
prorated basis.

130294.4

Divco West Real Estate Services, LLC                                                             Form ADV Part 2A

Generally, as set forth in Item 6 below, the General Partners and their affiliates are each eligible to receive Carried
Interest (as defined below) as a percentage of the net profits of the Clients after certain specified returns have been
achieved by the investors on their contributed capital. The Carried Interest arrangements with respect to each
Client are detailed in the applicable Organizational Documents of such Client and disclosed to each investor prior
to an investment in such Client. Carried Interest arrangements can differ from one Client to another, as well as
among investors in the same Client. Adviser Investors will not typically bear any Carried Interest in connection
with their investment in a Client.

The Adviser and/or its affiliates (including the General Partners) may also be investors in Clients (structured as a
joint venture or otherwise), in which case in addition to receiving Management Fees and any performance based
compensation with respect to such Client, the Adviser and/or its affiliates will receive their percentage interest of
current income and gains/losses as an investor in such Client.

Certain Clients may enter into joint venture arrangements with third parties in connection with certain investments.
In such instances, the applicable Client may be subject to various costs and fees relating to such ventures,
including, on occasion, additional operational, performance-based and/or asset-based fees or allocations that may
be paid to such third party joint venture operating partners. Such amounts are typically negotiated in advance
...

ITEM 7.     TYPES OF CLIENTS

The Adviser provides investment advisory services to Funds, which consist of pooled private real estate investment
vehicles, co-investment vehicles and/or parallel investment vehicles typically structured as limited partnerships
exempt from registration as investment companies under the Investment Company Act by virtue of Section 3(c)(1),
Section 3(c)(5) and/or Section 3(c)(7) thereof and whose securities are not registered under the Securities Act. In
addition to the Funds, the Adviser also provides investment advisory services to Managed Accounts, which consist
of joint ventures, separately managed accounts and other institutional clients typically structured as limited liability
companies or governed pursuant to an investment management agreement. With respect to the Funds, the Adviser
provides investment advice directly to the Funds under its management (subject to the direction and control of the
General Partner), and not individually to the investors in each Fund. With respect to Managed Accounts, the
Adviser provides investment advice to institutional clients through its Managed Accounts.

Investors in the Clients managed by the Adviser (i.e., limited partners, members, etc.) consist primarily of
institutional investors, including, without limitation, pension plans, sovereign wealth funds, insurance companies,
trusts, endowments and foundations, and other highly sophisticated, high net worth investors. Investors must meet
certain minimum financial requirements in order to participate in the Clients. Admission to the Clients managed
by the Adviser is not open to the general public.

The Adviser does not have a minimum size requirement for its Clients. With respect to each Fund, a minimum
investment commitment amount may be established for investors and will be set forth in the Organizational
Documents of such Fund; however, the General Partner of such Fund may, in its sole discretion, permit
investments below such minimum investment commitment amount.

130294.4

Divco West Real Estate Services, LLC                                                            Form ADV Part 2A